SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(A) Of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under ss. 240.14a-12
Atlantic BancGroup, Inc.
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(Name of Registrant as Specified in Its Charter
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
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Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14-a6(i)(4) and O-11.
1) Title of each class of securities to which transaction applies:
__________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_________________________________________________________________
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pursuant to Exchange Act Rule O-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
__________________________________________________________________
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previously. Identify the previous filing by registration statement number,
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ATLANTIC BANCGROUP, INC.
March 26, 2003
To our Shareholders:
The 2003 Annual Meeting of Shareholders of Atlantic BancGroup, Inc. will be
held at the Sea Turtle Inn, One Ocean Boulevard, Atlantic Beach, Florida 32233,
on April 24, 2003, beginning at 2:00 p.m. local time.
The Notice of the Annual Meeting of Shareholders and Proxy Statement
attached to this letter describe the formal business that will be transacted at
the Annual Meeting and provide material information concerning that business.
Our directors and officers, as well as a representative of the accounting firm
Stevens, Powell & Company, P.A., will be present at the Annual Meeting to
respond to your questions and to share with you our plans and objectives for
2003.
It is important that your shares be represented and voted at the Annual
Meeting. You can vote your shares by completing and signing the enclosed Proxy
Card. Should you attend the Annual Meeting and prefer to vote in person, you
will be given that opportunity.
On behalf of the Board of Directors and all the employees of Atlantic
BancGroup, Inc., we look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Barry W. Chandler
-------------------------------------
Barry W. Chandler
President and Chief Executive Officer
ATLANTIC BANCGROUP, INC. " PROXY STATEMENT
1315 South Third Street " Jacksonville Beach, Florida 32250
ATLANTIC BANCGROUP, INC.
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 24, 2003
The 2003 Annual Meeting of Shareholders ("Annual Meeting") of Atlantic
BancGroup, Inc. ("Atlantic BancGroup") will be held at the Sea Turtle Inn, One
Ocean Boulevard, Atlantic Beach, Florida 32233, on April 24, 2003 beginning at
2:00 p.m. local time. At the Annual Meeting, the holders of Atlantic BancGroup's
outstanding common stock will act on the following items:
1. The election of two Class III members of the Board of Directors, each
to serve for a three-year term;
2. The ratification of the appointment of Stevens, Powell & Company,
P.A., as the independent auditors for Atlantic BancGroup and its
wholly-owned subsidiary, for the fiscal year ending December 31, 2003;
3. The adjournment of the Annual Meeting to solicit additional proxies in
the event there are not sufficient votes to approve either of the
foregoing items;
To transact any other business that properly comes before the Annual
Meeting, or any adjournment thereof.
All holders of record of shares of Atlantic BancGroup at the close of
business on February 28, 2003 are entitled to vote at the Annual Meeting or any
adjournments thereof.
By Order of the Board of Directors,
/s/ David L. Young
--------------------
David L. Young
Corporate Secretary
Jacksonville Beach, Florida
March 26, 2003
ATLANTIC BANCGROUP, INC. " PROXY STATEMENT
1315 South Third Street " Jacksonville Beach, Florida 32250
ATLANTIC BANCGROUP, INC.
PROXY STATEMENT
We are providing these proxy materials in connection with the solicitation
by the Board of Directors of Atlantic BancGroup, Inc. ("Atlantic BancGroup") of
proxies to be voted at our 2003 Annual Meeting of Shareholders, and any
adjournment thereof ("Annual Meeting"). Atlantic BancGroup's Annual Report,
which includes the financial statements for the fiscal year ended December 31,
2002, accompanies this Proxy Statement, which is first being mailed to
shareholders on or about March 26, 2003.
Date, Time and Location
>> Thursday, April 24, 2003
>> 2:00 p.m. local time
>> The Sea Turtle Inn, One Ocean Boulevard, Atlantic Beach, Florida 32233
Solicitation and Voting of Proxies
This Proxy Statement and the accompanying Proxy Card are being furnished to
shareholders of record as of the close of business on February 28, 2003, in
connection with the solicitation of proxies by the Board of Directors of
Atlantic BancGroup, the parent holding company of Oceanside Bank ("Bank").
Proxies obtained by the Board of Directors will be voted at Atlantic BancGroup's
Annual Meeting.
Regardless of the number of shares of common stock that you own, it is
important that your shares be represented by proxy or that you be present at the
Annual Meeting. To vote by proxy, please indicate your vote in the spaces
indicated on the enclosed Proxy Card and return it signed and dated, in the
enclosed postage-paid envelope. Proxies obtained by the Board of Directors will
be voted in accordance with the directions given therein. If you do not indicate
how your shares should be voted on a matter, the shares represented by your
properly completed proxy will be voted as the Board of Directors recommends.
In order for us to have a quorum present to be able to convene the Annual
Meeting, it is important that your proxy be returned promptly. Therefore,
whether or not you plan to be present at the Annual Meeting, please complete,
sign and date the enclosed Proxy Card and return it in the enclosed postage-paid
envelope.
ATLANTIC BANCGROUP, INC. " PROXY STATEMENT
1315 South Third Street " Jacksonville Beach, Florida 32250
1
Revocation of Proxy
Your presence at the Annual Meeting will not automatically revoke your
proxy. However, you may revoke a proxy at any time prior to its exercise by:
>> Delivering a written notice of revocation to Atlantic BancGroup; or
>> Delivering a duly executed proxy bearing a later date to Atlantic
BancGroup; or,
>> Attending the Annual Meeting and voting in person.
Voting Procedures
Our Articles of Incorporation do not provide for cumulative voting. Under
the Florida Business Corporation Act ("Act"), directors are elected by a
plurality of the votes cast at a meeting at which a quorum is present. Our
Bylaws provide that a majority of shares entitled to vote and represented in
person or by proxy at a shareholder meeting constitutes a quorum. Therefore,
each shareholder of record on the record date has the right to vote, in person
or by proxy, the number of shares owned by him or her for as many director
nominees as there are directors to be elected. For example, if you own five
shares, you may vote a maximum of five shares for each director to be elected.
Other matters are approved if affirmative votes cast for a proposal exceed
the votes cast against that proposal at a meeting at which a quorum is present,
unless a greater number of affirmative votes or voting by classes is required by
the Act or our Articles of Incorporation. Abstentions and broker non-votes have
no effect under the Act.
If your shares are held in "street name," under certain circumstances your
brokerage firm may vote your shares. Brokerage firms have authority to vote
their customers' shares on certain "routine" matters, including the election of
directors. When a brokerage firm votes its customers' shares on routine matters,
these shares are also counted for purposes of establishing a quorum to conduct
business at the meeting. A brokerage firm cannot vote its customers' shares on
non-routine matters. Accordingly, these shares are not counted as votes against
a non-routine matter, but rather are not counted at all for these matters. There
are no non-routine matters to vote upon at the Annual Meeting.
The close of business on February 28, 2003, has been fixed by the Board of
Directors as the "record date" for determination of shareholders entitled to
notice of, and to vote at, the Annual Meeting, and any adjournment thereof. On
the record date, there were 1,039,607 shares of Atlantic BancGroup common stock
outstanding which were held by approximately 683 shareholders.
ATLANTIC BANCGROUP, INC. " PROXY STATEMENT
1315 South Third Street " Jacksonville Beach, Florida 32250
2
MARKET INFORMATION
Our common stock is quoted on the Over-the-Counter Bulletin Board under the
symbol "ATBC". Our primary market maker in the stock is E.E. Powell and Company,
Inc. The market price for our stock is included in our Annual Report on Form
10-KSB under the heading "Market Price for Registrant's Common Equity and
Related Stockholder Matters."
BOARD OF DIRECTORS MEETINGS
During the year ended December 31, 2002, Atlantic BancGroup's Board of
Directors held twelve meetings. All directors attended at least 75% of the total
meetings of the Board of Directors, except Mr. Wolfson, who attended 50%.
Atlantic BancGroup currently does not pay fees to its directors. The Directors
of the Bank receive $750 for each Board meeting. Members of the Loan Committee
receive $250 per month for serving on the Committee.
COMMITTEES OF THE BOARD OF DIRECTORS
General
In 2002, Atlantic BancGroup had only one standing committee, the Audit
Committee, which was comprised of the same members that serve on the Bank's
Audit Committee. Atlantic BancGroup's Audit Committee met four times during the
year. The standing committees of the Bank are the: Audit Committee, Loan
Committee, and Asset/Liability/Investment Committee. The following table lists
the members of each Committee in 2002.
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Asset/Liability/
Board Member Audit Investment Loan
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Frank J. Cervone X
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Barry W. Chandler X X
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Jimmy D. Dubberly Chair
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Donald F. Glisson, Jr. X Chair X
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Robin H. Scheiderman X X
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Gordon K. Watson X
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Conrad L. Williams X X
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Dennis M. Wolfson Chair
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David L. Young X
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ATLANTIC BANCGROUP, INC. " PROXY STATEMENT
1315 South Third Street " Jacksonville Beach, Florida 32250
3
REPORT OF THE AUDIT COMMITTEE
The audit functions of the Audit Committee are focused on three areas:
o The adequacy of Atlantic BancGroup's and the Bank's internal controls
and financial reporting process and the reliability of Atlantic
BancGroup's and the Bank's financial statements.
o The performance of Atlantic BancGroup's and the Bank's internal
auditors and the independence and performance of Atlantic BancGroup's
and the Bank's independent auditors.
o Atlantic BancGroup's and the Bank's compliance with legal and
regulatory requirements.
The Audit Committee met with management periodically to consider the
adequacy of Atlantic BancGroup's and the Bank's internal controls and the
objectivity of their financial reporting. These matters were discussed with
Atlantic BancGroup's and the Bank's independent auditors.
The Audit Committee met with the independent auditors without management
present. The independent auditors have unrestricted access to the members of the
Audit Committee.
The Audit Committee also recommends to the Board the appointment of the
independent auditors and periodically reviews their performance, fees and
independence from management.
The Board of Directors has determined that none of the members of the Audit
Committee has a relationship to Atlantic BancGroup or the Bank that may
interfere with our independence from Atlantic BancGroup or the Bank and their
management.
Management has primary responsibility for Atlantic BancGroup's and the
Bank's financial statements and the overall reporting process, including the
system of internal controls. The independent auditors audit the annual financial
statements prepared by management, express an opinion as to whether those
financial statements fairly present the financial position, results of
operations and cash flows of Atlantic BancGroup and the Bank in conformity with
accounting principles generally accepted in the United States of America and
discuss with us any issues they believe should be raised with us. We monitor
these processes, relying without independent verification, on the information
provided to us and on the representations made by management and the independent
auditors.
This year, we reviewed Atlantic BancGroup's and the Bank's audited
financial statements as of, and for, the fiscal year ended December 31, 2002,
and met with both management and Atlantic BancGroup's and the Bank's independent
auditors to discuss those financial statements. Management has represented to us
that the financial statements were prepared in accordance with accounting
principles generally accepted in the United States of America.
ATLANTIC BANCGROUP, INC. " PROXY STATEMENT
1315 South Third Street " Jacksonville Beach, Florida 32250
4
We have received from, and discussed with, Stevens, Powell & Company, P.A.
the written disclosure and the letter required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees). These items
relate to that firm's independence from Atlantic BancGroup and the Bank. We also
discussed with Stevens, Powell & Company, P.A. any matters required to be
discussed by Statement on Auditing Standards No. 61 (Communication with Audit
Committees).
Based on these reviews and discussions, we recommended to the Board that
Atlantic BancGroup's audited financial statements be included in Atlantic
BancGroup's and the Bank's annual report on Form 10-KSB for the fiscal year
ended December 31, 2002.
Jimmy D. Dubberly, Chairman Dr. Conrad L. Williams
Robin H. Scheiderman Donald F. Glisson, Jr.
Asset/Liability/Investment Committee
The Asset/Liability/Investment Committee at the Bank establishes the asset
and liability management policies of the Bank, monitors and sets limitations for
interest-rate risk and formulates loan pricing. The Committee met four times
during the year. Both Mr. Glisson and Dr. Cervone attended 50% of Committee
meetings. No other member of the Committee attended less than 75% of Committee
meetings.
Loan Committee
The Loan Committee at the Bank meets as required to act upon significant
loan requests made to the Bank. The Committee met 34 times during the year. No
Committee member attended less than 75% of Committee meetings.
1. ELECTION OF DIRECTORS
The Board of Directors is presently comprised of eight members. Atlantic
BancGroup's Articles of Incorporation provide that directors shall be divided
into three classes, which each serve for staggered three-year terms. This year,
Class III directors are to be elected. To the best of our knowledge, no director
nominee is being proposed for election pursuant to any agreement between that
person and any other person.
The two nominees named herein have indicated that they are willing to stand
for election and to serve as directors if elected. Should a director nominee
become unable or unwilling to serve, proxies will be voted for the election of
such other person as the Board of Directors may choose to nominate.
The affirmative vote of a plurality of the votes cast at the Annual Meeting
is needed to elect a director. Abstentions and withheld votes will have the same
effect as votes against a director nominee.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
5
Information relating to the business experience and age of Atlantic
BancGroup's director nominees, continuing directors and non-director executive
officers is set forth below.
DIRECTOR NOMINEES
CLASS III DIRECTORS
TERMS EXPIRING IN 2003
Conrad L. Williams, age 73, has been a director of Atlantic BancGroup since
December 1998, and a director of the Bank since December 1996. Dr. Williams is a
retired veterinarian. He has been a resident of the Jacksonville Beaches
community since 1959. Dr. Williams holds two undergraduate degrees, one from
Louisiana Tech University and one from the University of Florida. Dr. Williams
received his DVM degree from the University of Georgia, College of Veterinary
Medicine.
Dennis M. Wolfson, age 61, is a director of Atlantic BancGroup and the Bank. He
has been a director of Atlantic BancGroup since December 1998 and a director of
the Bank since 1996. Mr. Wolfson is a life long resident of Jacksonville. For
the past five years, Mr. Wolfson has been self-employed as a real estate
investor, mortgage broker and real estate broker. Mr. Wolfson served as Senior
Vice President and Director of the Daylight Grocery Company. In addition, he
served as Vice President and Director of Merritt-Chapman & Scott Corporation,
managing a ninety million dollar portfolio. Mr. Wolfson is a trustee and
executive committee member of Wolfson Children's Hospital in Jacksonville and a
member of the Baseball Task Force of the Jacksonville Sports Authority. Mr.
Wolfson attended Bentley College and Boston University. He received his
Bachelor's degree in Finance from the University of Georgia.
CONTINUING DIRECTORS
CLASS II DIRECTORS
TERMS EXPIRING IN 2004
Donald F. Glisson, Jr., age 43, is Chairman of the Board of Atlantic BancGroup
and a director of the Bank. He has served in those positions since December 1998
and 1996, respectively. Since 1982, Mr. Glisson has served as President of Triad
Financial Services, Inc. in Jacksonville, Florida. Triad Financial is a 100 plus
employee consumer finance company and ranked as one of the fastest growing
companies in Florida. Mr. Glisson graduated from the Florida State University
with a Bachelor's degree in Finance.
Robin H. Scheiderman, age 46, is a director of Atlantic BancGroup and the Bank.
She has served in those positions since December 1998 and 1996, respectively.
Since 1992, Ms. Scheiderman has been self-employed as a certified public
accountant. Prior to that she served as the Chief Financial Officer for the
California College for Health Sciences. In addition, Ms. Scheiderman served as
Director of Taxes for Florida Rock Industries, Inc. in Jacksonville, Florida.
She earned a Bachelor's degree and a Master's degree from the University of
North Florida. Ms. Scheiderman is a licensed Certified Public Accountant and
Certified Financial Planner.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
6
Gordon K. Watson, age 53, is a director of Atlantic BancGroup and has served in
that capacity since December 1998. He is also a director of the Bank. Mr. Watson
is a founding member and senior partner with the law firm of Watson & Osborne,
P.A. in Jacksonville, Florida since 1974. He is a resident of Ponte Vedra Beach.
Mr. Watson received a Bachelor's degree in Marketing and Management from
Jacksonville University. Mr. Watson received his Juris Doctor degree from the
University of Florida.
CLASS I DIRECTORS
TERMS EXPIRING IN 2005
Frank J. Cervone, age 50, has been a director of Atlantic BancGroup since
December 1998. He is also a director of the Bank and has held that position
since 1996. Dr. Cervone is an endodontist and has been practicing in
Jacksonville Beach since 1990. Dr. Cervone holds a Bachelor's degree in Biology
from the University of Pittsburg, a D.M.D. degree from the University of
Pittsburg, School of Dental Medicine, and a specialty designation in Endodontics
from the University of Pennsylvania.
Barry W. Chandler, age 52, is a director of Atlantic BancGroup and Chairman of
the Board of the Bank. Mr. Chandler has served as: President and Chief Executive
Officer of Atlantic BancGroup since April 2000, director of Atlantic BancGroup
since December 1998, President of the Bank since 1996, and Chief Executive
Officer of the Bank since December 1999. Prior to joining the Bank, Mr. Chandler
was with Ponte Vedra National Bank from 1990 to 1996. He is a graduate of the
Graduate School of Retail Bank Management of the University of Virginia.
Jimmy D. Dubberly, age 61, is a director of Atlantic BancGroup and the Bank. He
has been a director with Atlantic BancGroup since December 1998 and a director
of the Bank since 1996. Mr. Dubberly is the President, Chairman, and Chief
Executive Officer of the South Georgia Bank, Glennville, Georgia, positions he
has held since 1986. Mr. Dubberly is a graduate of the School of Banking of the
South at Louisiana State University, and the Georgia Banking School at the
University of Georgia.
NON-DIRECTOR EXECUTIVE OFFICERS
David L. Young, age 57, is Executive Vice President, Chief Financial Officer and
Corporate Secretary of Atlantic BancGroup and Executive Vice President and Chief
Financial Officer of the Bank. Mr. Young joined the Bank in May 1997. Prior to
joining Bank, Mr. Young was the Finance Manager for the Loan and Investment
Operation Division of Barnett Bank in Jacksonville from 1995 to 1997. He is a
graduate of Jacksonville University and the Graduate School of Retail Bank
Management at the University of Virginia.
Grady R. Kearsey, age 58, is Executive Vice President and Senior Loan Officer of
the Bank. Mr. Kearsey joined the Bank in July 1997 and served as Vice President,
Lender until January 2001, when he was promoted to his current position. Prior
to joining the Bank, Mr. Kearsey served as Vice President, Market Manager of
SunTrust Bank from 1996 to July 1997. Prior to serving with SunTrust, Mr.
Kearsey was with Ponte Vedra National Bank. Mr. Kearsey has a Bachelor's degree
from Jacksonville University.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
7
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The Board of Directors Recommends that the Shareholders
Vote "For" the Election of the Two Class III Director Nominees.
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BENEFICIAL STOCK OWNERSHIP OF
DIRECTORS AND EXECUTIVE OFFICERS
The following table contains information regarding the current beneficial
ownership of Atlantic BancGroup common stock of each director nominee,
continuing director and non-director executive officers as of the record date.
Mr. Watson is the only beneficial owner of more than 5% of our common stock.
Number % of
of Shares Beneficial
Name Owned Ownership
---- ----- ---------
Frank J. Cervone 12,200 1.17%
Barry W. Chandler 12,500 1.20
Jimmy D. Dubberly 6,200 0.60
Donald F. Glisson, Jr. 32,900 3.17
Grady R. Kearsey 1,100 0.11
Robin H. Scheiderman 41,000 3.94
Gordon K. Watson 67,600 6.50
Conrad L. Williams 5,000 0.48
Dennis M. Wolfson 10,250 0.99
David L. Young 6,100 0.59
-------- ----------
All directors and executive officers
as a group (10 individuals) 194,850 18.75%
========= ==========
EXECUTIVE COMPENSATION
Summary Compensation Table
The Summary Compensation Table on the following page shows compensation
information regarding Barry W. Chandler, President and Chief Executive Officer
of Atlantic BancGroup and President, Chief Executive Officer and Chairman of the
Board of the Bank. No other executive officer received compensation at a level
required to be reported herein by Securities and Exchange Commission
regulations.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
8
Annual Compensation
Other
Name and Annual
Principal Position Year Salary Bonus Compensation
Barry W. Chandler 2002 $125,000 $14,225(1) $13,596(2)
President and Chief Executive 2001 116,800 23,000(1) 7,800(3)
Officer 2000 111,300 4,000 7,568(3)
- --------------------------
(1) Mr. Chandler received his 2002 bonus, $14,225, in 2003 and his 2001 bonus,
$23,000, in 2002.
(2) Includes directors' fees, referral fees, incentives, vacation buy-back and
Kiwanis Club dues.
(3) Includes directors' fees, referral fees, incentives, and Kiwanis Club dues.
Benefits
Officers of the Bank, but not of Atlantic BancGroup, are provided
hospitalization, major medical, short- and long-term disability insurance,
dental insurance and term life insurance under group plans on generally the same
terms as are offered to all full-time employees.
Employment Contracts
Neither Atlantic BancGroup nor the Bank has employment agreements with any
of its employees.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain directors, executive officers and principal shareholders (defined
as individuals owning 5% or more of Atlantic BancGroup common stock) of Atlantic
BancGroup are customers of, and have banking relations with, the Bank. Loans
made to these individuals are governed under the provisions of Section 22(h) of
the Federal Reserve Act. Section 22(h) requires that any loans made by the Bank
to such individuals, or to any related interest of such individuals, must: (i)
be on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with non-affiliated
parties and; (ii) not involve more than the normal risk of repayment or present
other unfavorable features. These restrictions do not affect preferential loans
to full-time employees who are not directors or executive officers of Atlantic
BancGroup or the Bank. As of December 31, 2002, the total loans to directors,
executive officers and principal shareholders of Atlantic BancGroup and the Bank
was $2,158,629.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
9
2. RATIFICATION OF THE APPOINTMENT OF THE
INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2003
Following consultation with the Audit Committee, the Board of Directors
intends to retain the accounting firm of Stevens, Powell & Company, P.A., as the
independent auditor for Atlantic BancGroup and the Bank for the fiscal year
ending December 31, 2003. A representative from the firm is expected to be
present at the Annual Meeting to make a statement and respond to shareholder
questions.
Audit Fees: The aggregate fees billed for professional services by Stevens,
Powell & Company, P.A., in connection with the audit of the annual financial
statements for the fiscal year ended December 31, 2002, and the reviews of the
financial statements included in Atlantic BancGroup's quarterly filings with the
Securities and Exchange Commission were $67,750.
All Other Fees: In addition to fees billed for audit services and interim
reviews of financial statements for 2002, Stevens, Powell & Company, P.A.,
billed Atlantic BancGroup $12,310, which was substantially for tax-related
services and accounting consultation. The Audit Committee does not believe that
Atlantic BancGroup's payment for tax services impairs Stevens, Powell & Company,
P.A.'s independence in conducting its audits of Atlantic BancGroup.
In order to be adopted, this item must be approved by the holders of a
majority of the outstanding shares of Atlantic BancGroup's common stock present
or represented by proxy and entitled to vote at the Annual Meeting. If the
shareholders do not vote in favor of the appointment of Stevens, Powell &
Company, P.A., the Board of Directors will consider the selection of other
auditors.
- --------------------------------------------------------------------------------
The Board of Directors Recommends that Shareholders Vote "For"
the Appointment of Stevens, Powell & Company, P.A., as the
Independent Auditor for the Fiscal Year Ending December 31, 2003.
- --------------------------------------------------------------------------------
3. ADJOURNMENT OF ANNUAL MEETING
The Board of Directors seeks your approval to adjourn the Annual Meeting in
the event that there are not a sufficient number of votes to approve items 1 or
2 at the Annual Meeting. In order to permit proxies that have been timely
received by the Atlantic BancGroup to be voted for an adjournment, we are
submitting this item as a separate matter for your consideration. If it is
necessary to adjourn the Annual Meeting and the adjournment is for a period of
less than 30 days, no notice of the time or place of the reconvened meeting will
be given to shareholders, other than an announcement made at the Annual Meeting.
- --------------------------------------------------------------------------------
The Board of Directors Recommends that Shareholders Vote "For"
the Approval of the Adjournment of the Annual Meeting.
- --------------------------------------------------------------------------------
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
10
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
To the best of Atlantic BancGroup's knowledge, during 2002, each of its
directors and officers timely filed all reports required by Section 16(a) of the
Securities Exchange Act of 1934. Atlantic BancGroup has no record of any person
having beneficial ownership of 10% or more of its common stock.
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in Atlantic BancGroup's proxy
materials for the 2004 Annual Meeting, any shareholder's proposal to take action
at that Meeting must be received at our corporate office at 1315 South Third
Street, Jacksonville Beach, Florida 32250, no later than November 26, 2003. Any
such proposals shall be subject to the requirements of the proxy rules
(Regulation 14A) adopted under the Securities Exchange Act of 1934, as amended.
NOTICE OF BUSINESS TO BE CONDUCTED AT AN
ANNUAL MEETING AND SHAREHOLDER NOMINATIONS
Our Bylaws provide an advance notice procedure for bringing certain
business, including nominations for directors, before an Annual Meeting. For a
shareholder to properly bring business before an Annual Meeting, the shareholder
must give written notice to Atlantic BancGroup's Corporate Secretary not less
than ten days before the time originally fixed for such meeting.
SOLICITATION
The cost of soliciting proxies on behalf of the Board of Directors for the
Annual Meeting will be borne by Atlantic BancGroup. Proxies may be solicited by
directors, officers or our regular employees, in person or by telephone, e-mail
or mail. We are requesting persons and entities holding shares in their names,
or in the names of their nominees, to send proxy materials to, and obtain
proxies from, such beneficial owners. Those persons and entities will be
reimbursed for their reasonable out-of-pocket expenses.
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE
THE ANNUAL MEETING
The Board of Directors knows of no other business that will be presented
for consideration at the Annual Meeting, other than those matters described in
this Proxy Statement. If any other matter should properly come before the Annual
Meeting, however, it is intended that the proxies solicited hereby will be voted
in accordance with the judgment of the person or persons voting the proxies. If
you do not wish to extend such authority, you may limit your proxy by marking
the appropriate box on the Proxy Card.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
11
AVAILABILITY OF ADDITIONAL INFORMATION
Accompanying this Proxy Statement is Atlantic BancGroup's 2002 Form 10-KSB,
which includes our audited financial statements. Form 10-KSB also serves as our
Annual Report to Shareholders and Annual Disclosure Statement. Additional copies
of Atlantic BancGroup's Annual Report on Form 10-KSB are available to
shareholders at no charge. Any shareholder who would like an additional copy may
contact David L. Young, Corporate Secretary, Atlantic BancGroup, Inc., 1315
South Third Street, Jacksonville Beach, Florida 32250, telephone number (904)
247-9494.
Atlantic BancGroup currently files periodic reports (including Form
10-KSBs, Form 10-QSBs, Proxy Statements, etc.) with the Securities and Exchange
Commission. These periodic reports are filed electronically via EDGAR by
Atlantic BancGroup and can be inspected and copied at the public reference
facilities maintained by the Securities and Exchange Commission at its Public
Reference Section, 450 Fifth Street, N.W., Washington, DC 20549. The Securities
and Exchange Commission maintains a website that contains registration
statements, reports, proxy and information statements and other information
regarding registrants that file electronically with the Securities and Exchange
Commission. Information filed by Atlantic BancGroup is available for review on
this website. The address of the website is www.sec.gov.
Atlantic BancGroup, Inc.
Dated March 26, 2003
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
12
ATLANTIC BANCGROUP, INC.
REVOCABLE PROXY
2003 ANNUAL MEETING OF SHAREHOLDERS
This Proxy is solicited on behalf of the Board of Directors of Atlantic
BancGroup, Inc. who will serve as the Proxy Committee for the 2003 Annual
Meeting of Shareholders ("Annual Meeting").
The undersigned shareholder hereby appoints the Proxy Committee with the
full power of substitution to represent and to vote, as designated below,
all the shares of Atlantic BancGroup, Inc. held of record by the
undersigned on February 28, 2003, at the Annual Meeting to be held at the
Sea Turtle Inn, One Ocean Boulevard, Atlantic Beach, Florida at 2:00 p.m.,
local time, on April 24, 2003, or at any adjournment thereof.
The undersigned shareholder understands that he or she may revoke this
Proxy at any time before it is voted by either filing with the Corporate
Secretary, a written notice of revocation, delivering to Atlantic
BancGroup, Inc. a duly executed Proxy bearing a later date, or by attending
the Annual Meeting and voting in person.
THE FOLLOWING PROPOSALS ARE BEING ACTED UPON:
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1. The election of two Class III members of the Board of Directors, each to
serve for a three-year term.
FOR AGAINST
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Conrad L. Williams [ ] [ ]
Dennis M. Wolfson
INSTRUCTION. To withhold your vote for any individual o nominee, strike a
line through the nominee's name
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2. The ratification of the appointment of Stevens,
Powell & Company, P.A., as the independent auditors
for Atlantic BancGroup, Inc. and its wholly-owned
subsidiary, for the fiscal year ending December 31,
2003.
FOR AGAINST ABSTAIN
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[ ] [ ] [ ]
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3. The adjournment of the Annual Meeting to solicit
additional proxies in the event there are not
sufficient votes to approve either of the foregoing
items.
FOR AGAINST ABSTAIN
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[ ] [ ] [ ]
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At their discretion, the proxy holders are authorized to transact and to
vote upon such other business as may properly come before the Annual
Meeting, or at any adjournment thereof, unless indicated otherwise by
marking this box. o
NOTE: When properly executed, this Proxy will be voted in the manner
directed by the undersigned shareholder. UNLESS CONTRARY DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS LISTED. When shares are
held jointly, both should sign. When signing as attorney, executor,
administrator, agent, trustee or guardian, please give full title. The
undersigned acknowledges receipt from Atlantic BancGroup, Inc., prior to
the execution of the Proxy, of a Notice of the Annual Meeting, a Proxy
Statement dated March 26, 2003 and the 2002 Annual Report.
Signature:
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STICKER Signature if held jointly:
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Date:
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Please mark, sign, date and return this Proxy Card promptly, using the enclosed
envelope. If you receive more than one Proxy Card, please sign and return all
Proxy Cards.
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